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Agreement Regarding Compensation in the Event of a Change in Control - Harken Energy Corp. and Mikel D. Faulkner

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                            HARKEN ENERGY CORPORATION

                              AMENDED AND RESTATED
                         IN EVENT OF A CHANGE IN CONTROL

This Amended and Restated Agreement regarding Compensation In the Event of a
Change In Control (the "Agreement") is made and entered into this the 2/nd/ day
of April, 2001, but to be effective as of the 30/th/ day of December, 1999,
("Effective Date") by and between HARKEN ENERGY CORPORATION, a Delaware
corporation, (the "Company") and MIKEL D. FAULKNER, an individual ("Executive").

WHEREAS, the Compensation Committee (the "Committee") of the Board of Directors
(the "Board") of the Company did adopt certain resolutions dated August 26, 1998
providing for an Executive Severance Policy for officers of the Company and
other members of management ("Executive Severance Policy") of the Company, as
therein defined, in the event of certain circumstances, including a Change of
Control, as hereinafter defined, occurring; and,

WHEREAS, the Committee has determined that is in the Company's best interest and
that of its shareholders to enter into an Agreement with Executive to further
expand on the benefits provided for under the referenced resolutions
("Resolutions") creating the Executive Severance Policy for certain named
Executive officers of the Company and its operating subsidiaries as provided for
in resolutions of the Committee dated December 30, 1999; and,

WHEREAS, the Executive and the Company did execute a prior Agreement regarding
Compensation In the Event of a Change In Control (the "Prior Agreement") dated
February 1, 2000; and

WHEREAS, the Company and the Executive now wish to amend, replace and restate in
full such Prior Agreement, together with any and all amendments, if any, thereof
previously executed through the date hereof in order to clarify, correct and
amend certain provisions thereof; and

WHEREAS, Executive is as of the Effective Date an executive officer of the
Company or of one of its operating subsidiaries and has been identified by the
Committee as a person on whom the Company relies and whom it is in the Company's
best interest to retain in its employ; and,

WHEREAS, this Agreement, when duly signed and accepted by Executive shall
define, set forth and provide the benefits, payments and obligations of the
Company to the Executive in the event of the occurrence of a Change of Control,
in lieu and replacement of those similar benefits offered and provided to
Executive under the Executive Severance Policy as set out under the Resolutions;

WHEREAS, the Committee has determined that the Company will receive significant
benefit and value from this Agreement in preserving for the Company the
employment and services of


Executive in the event a Change of Control event should occur, which value and
benefit to the Company will at least be equal to the obligations hereunder
assumed by the Company.

NOW THEREFORE, for and in the mutual considerations recited and referred to
herein, the Company and Executive do hereby agree as follows:

Change of Control Payment

           1.     In the event any Change of Control event shall occur and
                  Executive is at that date in the current employ of the
                  Company, then the Company shall owe and pay to Executive
                  within thirty (30) calendar days following such triggering
                  event, as additional earned income, a cash payment (the
                  "Change of Control Payment") equal to thirty (30) times
                  Executive's regular monthly salary which was last paid prior
                  to the month in which such Change of Control event occurred.

Definition of In Company's Employ

           2.     In the event that Executive's employment with the Company
                  shall have terminated or been terminated voluntarily or
                  involuntarily, with cause or without cause within forty-five
                  (45) calendar days prior to such Change of Control event
                  occurring, then for purposes of this Agreement, the Executive
                  shall be deemed to be in the Company's employ when the Change
                  of Control event occurred and Executive shall be entitled to
                  the benefits under this Agreement.

                  In the event that Executive shall on the date such Change of
                  Control event occurs be on leave of absence, vacation,
                  short-term disability, sick leave or other similar situation
                  in which Executive is not physically on the job, with the
                  consent of the Company or as allowed under Company Policies,
                  then in any such event Executive shall be deemed to be in the
                  current employ of the Company on that date for purposes of
                  this Agreement.

Termination of Employment in Change of Control

           3.     In the event of a Change of Control  occurring  as herein
                  defined and Executive is in or is deemed to be in the employ
                  of the Company as herein defined, then Executive shall be
                  entitled to receive and be paid the Change of Control Payment
                  irregardless of whether or not Executive's employment is
                  thereafter continued or terminated by the Company or any
                  successor or assignee of the Company. Such Change of Control
                  Payment shall not be in lieu of nor in replacement of any
                  severance, other benefits, rights or compensation Executive
                  may otherwise be or become entitled to receive from the
                  Company pursuant to any policies of the Company then in
                  effect. The Company may not in any way request nor require the
                  Executive to waive, delay, forfeit, exchange nor in any other
                  way relinquish this Change of Control Payment nor the right to
                  receive the same.



                  In any event where Executive's employment with the Company is
                  terminated voluntarily or involuntarily, with cause or
                  without, whether in connection with a Change of Control or
                  not, Executive's rights to severance, and other benefits to be
                  paid by or due from the Company to Executive shall be without
                  regard to this Agreement and the Change of Control Payment
                  arising to Executive hereunder, save and except, if
                  Executive's employment is terminated in connection with and at
                  the time of a Change of Control event then if Executive
                  receives benefits under this Agreement he shall not also be
                  entitled to receive similar benefits arising under the
                  Executive Severance Policy if this Policy is triggered by the
                  same Change of Control event.

Change of Control

           4.     A "Change of Control" event as contemplated and defined under
                  this Agreement shall be deemed to occur upon any one or more
                  of the following events occurring:

                         i)         the Board shall approve, or the Company
                                    shall otherwise sell, transfer or convey to
                                    a person or party not wholly-owned and
                                    controlled by the Company, all or
                                    substantially all of the assets of the
                                    Company in any one transaction or a series
                                    of transactions;

                         ii)        the closing of a transaction resulting in
                                    the consolidation or merger of the Company
                                    with or into another person or company
                                    pursuant to a transaction in which the
                                    outstanding voting stock of the Company is
                                    changed into or exchanged for cash,
                                    securities or other property, other than any
                                    such transaction where (a) the outstanding
                                    voting stock of the Company is changed into
                                    or exchanged for voting stock of the
                                    surviving corporation or its parent and (b)
                                    more than fifty percent (50%) of the voting
                                    stock of the Company is owned by a person or
                                    party other than who owned or held such
                                    shares prior to such transaction;

                         iii)       a "person" or "group", (within the meaning
                                    of Sections 13(d) or 14(d)(2) of the
                                    Exchange Act), including but not limited to
                                    a prior or an existing shareholder, being or
                                    becoming the "beneficial owner" (as defined
                                    in Rules 13d-3 and 13d-5 under the Exchange
                                    Act) of more than fifty percent (50%) of the
                                    voting stock of the Company then

                         iv)        during any period of two (2) consecutive
                                    years, or less, individuals who at the
                                    beginning of such period constitute the
                                    Board (together with any new directors whose
                                    election by such Board or whose nomination
                                    for election by the stockholders of the
                                    Company was approved by a vote of a majority
                                    of the directors then still in office who
                                    were directors at the beginning of such
                                    period or whose election or nomination for
                                    election was



                                    previously so approved) cease for any reason
                                    (other than death) to constitute a majority
                                    of the Board then in office;

                         v)         the approval by the Board or by the
                                    stockholders of any plan or proposal for the
                                    liquidation or dissolution of the Company;

                         vi)        any other event or series of events that
                                    results in a change or right to change a
                                    majority of the members of the Board; or

                         vii)       any event occurs which causes or would have
                                    caused, except for a waiver of the relevant
                                    provision or other action by the Board, a
                                    triggering of or a Change of Control to
                                    occur as set forth under the Stockholder
                                    Rights Plan adopted by the Board on April 7,

                  For purposes of this Section 4, any event which may constitute
                  a Change of Control hereunder shall be after giving
                  consideration and adjustment for stock splits, stock dividends
                  or other like distributions to all shareholders.

Indemnification of Executive

           5.     The Company agrees to indemnify and hold harmless the
                  Executive from any claim, liability or action which may arise
                  from any party, entity or source in regard to this Agreement
                  or regarding any payment made by the Company to Executive
                  pursuant to this Agreement.

Successors and Assigns


                         a)         The Company  covenants with Executive that
                                    it will require any successor (whether
                                    direct or indirect, by purchase, merger,
                                    consolidation or otherwise) to all or
                                    substantially all of the business or assets
                                    of the Company to expressly assume and agree
                                    to perform this Agreement in the same manner
                                    and to the same extent that the Company is
                                    obligated to perform it. Failure of the
                                    Company to obtain such assumption and
                                    agreement prior to the effectiveness of any
                                    such succession shall be a material breach
                                    of this Agreement. As used in this
                                    Agreement, ("Company") shall mean the
                                    Company as defined in this Agreement and any
                                    successor to its business or assets as
                                    aforesaid which assumes and agrees to
                                    perform this Agreement by operation of law,
                                    or otherwise.

                         b)         This Agreement shall inure to the benefit
                                    of and be enforceable by the Executive's
                                    personal or legal representatives,
                                    executors, administrators, successors,
                                    heirs, distributees, devisees and legatees.
                                    If the Executive should die within
                                    forty-five (45) days



                                    prior to the occurrence of a Change of
                                    Control event and the Change of Control
                                    Payment would otherwise have been payable to
                                    him hereunder if he had continued to live,
                                    all such amounts, unless otherwise provided
                                    herein, shall be paid in accordance with the
                                    terms of this Agreement to the Executive's
                                    spouse or, if there is no such spouse, to
                                    the Executive's estate. This Agreement is
                                    personal to the Executive and may not be
                                    assigned by him.

                         c)         Except to the extent allowed hereunder, no
                                    party may assign either this Agreement or
                                    any of his, her, or its rights, interests,
                                    or obligations hereunder without the prior
                                    written approval of the other party.

No Guaranteed Employment

           7.     This Agreement shall not constitute nor be construed nor
                  interpreted as any guarantee nor contract for continued
                  employment of Executive with the Company, any subsidiary or
                  any successor company. The parties stipulate that as to any
                  rights of ongoing or future employment, that the Executive is
                  an employee at will.


           8.     For the purposes of this Agreement, notices and all other
                  communications provided for in this Agreement shall be in
                  writing and shall be deemed to have been duly given when
                  delivered by hand or mailed by United States overnight express
                  mail, or nationally recognized private delivery service on an
                  overnight basis, return receipt requested, postage prepaid,
                  addressed as follows:

                       If to the Executive:      Mikel D. Faulkner

                            Office Address:     c/o Harken Energy Corporation
                                                16285 Park Ten Place, Suite 600
                                                Houston, Texas 77-84

                            Home Address:       1000 S. Peytonville
                                                Southlake, Texas 76092

                       If to the Company:       Harken Energy Corporation
                                                16285 Park Ten Place, Suite 600
                                                Houston, Texas 77084
                                                Attn:  Corporate Secretary
                                                Tel: (281) 717-1300
                                                Fax: (281) 717-1400



                  Notices may also be sent to such other addresses as either
                  party may have furnished to the other in writing in accordance
                  herewith, except that notice of change of address shall be
                  effective only upon receipt.



                         (a)        Entire Agreement. This Agreement constitutes
                                    the entire agreement between the parties
                                    with respect to the subject matter hereof
                                    and replaces, restates in full and
                                    supersedes all other prior agreements and
                                    understandings, both written and oral,
                                    between the parties with respect to the
                                    subject matter hereof including, but not
                                    limited to the Prior Agreement referenced
                                    above and any and all amendments which may
                                    have previously been entered into between
                                    Executive and the Company.

                         (b)        Amendments, Waivers, Etc. This Agreement
                                    may not be amended, changed, supplemented,
                                    waived or otherwise modified or terminated,
                                    except upon the execution and delivery of a
                                    written agreement executed by the parties

                         (c)        Specific Performance. Each of the parties
                                    acknowledges and agrees that the other party
                                    would be damaged irreparably in the event
                                    any of the provisions of this Agreement are
                                    not performed in accordance with their
                                    specific terms or otherwise are breached.
                                    Accordingly, each party agrees that the
                                    other party shall be entitled to an
                                    injunction or injunctions to prevent
                                    breaches of the provisions of this Agreement
                                    or any of them and to enforce specifically
                                    this Agreement and the terms and provisions
                                    hereof in any action instituted in any court
                                    of the United States or any state thereof
                                    having jurisdiction over the parties and the
                                    matter, in addition to any other remedy to
                                    which may be entitled, at law or in equity.

                         (d)        Severability. Whenever possible, each
                                    provision or portion of any provision of
                                    this Agreement will be interpreted in such
                                    manner as to be effective and valid under
                                    applicable law, but if any provision or
                                    portion of any provision of this Agreement
                                    is held to be invalid, illegal or
                                    unenforceable in any respect under any
                                    applicable law or rule in any jurisdiction,
                                    then such invalidity, illegality or
                                    unenforceability will not affect any other
                                    provision of portion of any provision in
                                    such jurisdiction as if such invalid,
                                    illegal or unenforceable provision or
                                    portion of any provision had never been
                                    contained herein.



                         (e)        No Waiver. The failure of any party hereto
                                    to exercise any right, power or remedy
                                    provided under this Agreement or otherwise
                                    available in respect hereof at law or in
                                    equity, or to insist upon compliance by any
                                    other party hereto with its obligations
                                    hereunder, and any custom or practice of the
                                    parties at variance with the terms hereof,
                                    shall not constitute a waiver by such party
                                    of its right to exercise any such or other
                                    right, power or remedy or to demand such

                         (f)        No Third Party Beneficiaries. This
                                    Agreement is not intended to be for the
                                    benefit of, and shall not be enforceable by,
                                    any person or entity who or which is not a
                                    party hereto, other than the parties hereto
                                    and their permitted successors, devisees and

                         (g)        Governing Law. This Agreement shall be
                                    governed by and construed in accordance with
                                    the laws of the State of Texas, without
                                    giving effect to the principles of conflicts
                                    of law thereof.

                         (h)        Construction. The parties have participated
                                    jointly in the negotiation and drafting of
                                    this Agreement. In the event an ambiguity or
                                    question of intent or interpretation arises,
                                    this Agreement shall be construed as if
                                    drafted jointly by the parties and no
                                    presumption or burden of proof shall arise
                                    favoring or disfavoring any party by virtue
                                    of the authorship of any of the provisions
                                    of this Agreement. Any reference to any
                                    federal, state, local, or foreign statute or
                                    law shall be deemed also to refer to all
                                    rules and regulations promulgated
                                    thereunder, unless the context requires
                                    otherwise. The word "including" shall mean
                                    including without limitation. The singular
                                    shall include the plural and the masculine
                                    shall include the feminine and neuter and
                                    vice versa, as the context requires.

                         (i)        Descriptive Headings. The descriptive
                                    headings used herein are inserted for
                                    convenience of reference only and are not
                                    intended to be part of or to affect the
                                    meaning or interpretation of this Agreement.

                         (j)        Counterparts. This Agreement may be executed
                                    in counterparts, each of which shall be
                                    deemed to be an original, but all of which,
                                    taken together, shall constitute one and the
                                    same Agreement. This Agreement shall not be
                                    effective as to any party hereto until such
                                    time as this Agreement or a counterpart
                                    thereof has been executed and delivered by
                                    each party hereto.

                         (k)        Further Assurances. The parties agree (i) to
                                    furnish upon request to each other such
                                    further information, (ii) to execute and
                                    deliver to



                                    each other such party documents, and (iii)
                                    to do such other acts and things, all as the
                                    other party may reasonably request for the
                                    purpose of carrying out the intent of this
                                    Agreement and the documents referred to in
                                    this Agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
on the day first set forth above.


                                              /s/  Mikel D. Faulkner
                                           Name:    Mikel D. Faulkner

                                           HARKEN ENERGY CORPORATION

                                           By:   /s/ Larry E. Cummings
                                           Name:  Larry E. Cummings
                                           Its:   Vice President

LEGAL/LMH/Amended & Restated Change of Control-MDF